Pre-Annual General Meeting Information • Mar 24, 2025
Pre-Annual General Meeting Information
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Domino's Pizza Group plc Annual general meeting 2025
| Letter from the Chair | 2 |
|---|---|
| Board of Directors | 6 |
| Notice of Annual General Meeting | 8 |
| Explanatory notes | 10 |
| Appendix | 12 |

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or as to the action which you should take, you are recommended to seek your own independent financial advice from your stockbroker, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or transferred all of your shares in Domino's Pizza Group plc (the 'Company'), please pass this document together with the accompanying Annual Report and Accounts for the 52 weeks ended 29 December 2024 (the 'Annual Report and Accounts') and the form of proxy ('Proxy Form') as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
This document should be read as a whole together with the accompanying Annual Report and Accounts, the Proxy Form and the Notice of Annual General Meeting set out at the end of this document. Shareholders are requested to complete the enclosed Proxy Form in accordance with the instructions printed on it and return it to the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 10:00 am on Tuesday 22 April 2025 or, in the event of any adjournment of the Meeting, the time being 48
hours before the time appointed for holding the Meeting.
Incorporated and registered in England and Wales with registered number 03853545
| Matt Shattock | (Chair) |
|---|---|
| Ian Bull | (Senior Independent Director) |
| Andrew Rennie | (Chief Executive Officer) |
| Edward Jamieson | (Chief Financial Officer) |
| Natalia Barsegiyan (Non-executive Director) | |
| Tracy Corrigan | (Non-executive Director) |
| Elias Diaz Sese | (Non-executive Director |
| Lynn Fordham | (Non-executive Director) |
| Mitesh Patel | (Non-executive Director) |
To: Shareholders of Domino's Pizza Group plc 24 March 2025
To: Shareholders of Domino's Pizza Group plc
Dear shareholder,
Annual General Meeting – Thursday 24 April 2025
The 2025 Annual General Meeting (the 'Meeting', 'AGM' or 'Annual General Meeting') of Domino's Pizza Group plc (the 'Company'), will be held at Deutsche Numis, 45 Gresham Street, London EC2V 7BF, at 10:00 am on Thursday 24 April 2025. This document includes the Notice of AGM, which sets out the resolutions that shareholders are being asked to consider and vote on. These resolutions are a very important part of the governance of the Company and all shareholders are urged to vote, whether they are able to attend the Meeting or not. The prime purpose of the AGM is for shareholders to hear from and ask questions of the Board of Directors (the 'Board') in relation to the business of the AGM.
As is the Company's normal practice, voting at the AGM will be conducted by poll. This reflects the Company's established practice, and the Board considers that a poll is the best way of representing the views of as many shareholders as possible in the voting process. The results of the AGM voting on the resolutions will be published after the AGM and will be available on the Company's website.
We invite shareholders to raise any questions in connection with the business of the meeting by submitting any questions by email to [email protected] by 10:00 am on Tuesday 15 April 2025. We will endeavour to answer any questions by 10.00 am on Thursday 17 April 2025, and publish the answers on our website. This will allow all shareholders, and especially those voting by proxy, to reflect on those answers before voting on the resolutions.
The Notice of Meeting contains certain items of business which are of a technical nature. I encourage you to read the enclosed Notice of the AGM which explains the particulars of the business to be considered at the meeting. There are ordinary resolutions numbered 1 to 16 and special resolutions numbered 17 to 21 to be transacted. All of these items of business are summarised and explained in detail below.
The Company announced on 11 March 2025 that I will be retiring from the Board at the conclusion of this year's AGM and that Ian Bull will be my successor as Chair. It has been an honour to serve as Chair of Domino's over the past five years. This is a business made up of brilliant people and world-class franchise partners, and I'm pleased to be leaving it in the capable hands of Ian, our strong Board and outstanding executive team. I wish everyone in the business every success in the future.
Ordinary resolutions 1 to 4 deal with the receipt by the shareholders of the Company's Annual Report and Accounts (including the Strategic report, the Directors' report and the Auditor's report) for the 52-week period ended 29 December 2024 (resolution 1), the re-appointment of PricewaterhouseCoopers LLP as auditor of the Company (resolution 2), the power to determine the auditor's remuneration (resolution 3), and the declaration of a final dividend of 7.5p per Ordinary share in the capital of the Company which has been recommended by the Directors of the Company (each a 'Director' and together the 'Directors') (resolution 4).
Resolutions 5 to 12 deal with the election or re-election of existing Directors. The Company's Articles of Association require all Directors of the Company to submit themselves for re- election at each Annual General Meeting. Each of the Directors is, therefore, choosing to retire voluntarily at the AGM and, being eligible, submit themselves for re-election. Mitesh Patel joined the Board since the last AGM and is standing for election for the first time. As announced by the Company on 11 March 2025, I will retire from the Board with effect from conclusion of the AGM on 24 April 2025 and will not be standing for re-election.
Following a full performance review of the Board, which included an assessment of the performance of each individual Director, the Nomination & Governance Committee has confirmed to the Board that each Director standing for election or re-election continues to make an effective and valuable contribution and that they demonstrate commitment to their respective roles. The Board, therefore, supports each Director's election or re-election and regards each Director as continuing to be important for the Company's long-term sustainable success. Biographical details of each of the Directors standing for election and re-election, which provides details of the relevant experience of each of the Directors, can be found on pages 6 and 7 of this document and pages 48 and 49 of the Annual Report and Accounts for those Directors on the Board as at 10 March 2025.
The Companies Act 2006 (the '2006 Act') requires quoted companies, at each general meeting at which statutory accounts are to be laid, to propose an ordinary resolution approving the Directors' Remuneration report for the year. Resolution 13 seeks shareholder approval of the Directors' Remuneration report for the 52 weeks ended 29 December 2024, which is included in the Annual Report and Accounts on pages 72 to 98. This vote will be in respect of the contents of that report. It has an advisory effect and, whether or not the resolution is passed, has no impact on any Director's level or terms of remuneration.
Resolution 14 deals with the authority of the Directors to issue and allot new Ordinary shares. The 2006 Act provides that Directors shall only allot unissued shares with the prior authority of shareholders in a general meeting. The existing authority granted to the Directors at the last Annual General Meeting to allot unissued Ordinary shares expires at the conclusion of this AGM. Accordingly, an ordinary resolution will be proposed to renew the Directors' authority pursuant to section 551 of the 2006 Act to allot Ordinary shares with a nominal value of up to £685,196, which represents approximately one-third of the total current issued Ordinary share capital as at 11 March 2025, being the last practicable date prior to the publication of this document (the 'Latest Practicable Date').
In accordance with institutional guidelines issued by the Investment Association, paragraph (b) of resolution 14 will be proposed to allow the Directors to allot equity securities (as defined within section 560 of the 2006 Act), including the Ordinary shares referred to in paragraph (a) of resolution 14, in connection with a pre-emptive offer by way of a rights issue to Ordinary shareholders up to a maximum nominal amount of £1,370,393, representing approximately twothirds of the Company's existing share capital as at the Latest Practicable Date.
Although the Directors have no present intention to exercise this authority (other than in connection with the satisfaction of share awards granted pursuant to the Company's employee share schemes), it will give the Directors flexibility to allot shares as may be necessary in the interests of the Company as a whole.
The authority granted under resolution 14 will, if granted, expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months from the date of the passing of the resolution, unless such authority is renewed prior to this time.
The Directors intend to renew such power at successive Annual General Meetings in accordance with current best practice.
Resolution 15 is designed to deal with the rules on political donations contained in Part 14 of the 2006 Act.
Political donations to any political parties, independent election candidates, political organisations, or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. Although the Company does not make, and does not intend to make, political donations to any political parties, independent election candidates, or political organisations, or to incur political expenditure, the legislation is very broadly drafted and may catch such activities as funding seminars or functions to which politicians are invited, or may extend to bodies concerned with policy review, law reform and representation of the business community that the Company and its subsidiaries might wish to support. Accordingly, the Directors have decided to put forward this resolution to permit political donations and political expenditure in case any of its activities in its normal course of business are, or could be, caught by the legislation.
This authority will cover the period from the date resolution 15 is passed until the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months from the date of the passing of the resolution. As permitted under the 2006 Act, resolution 15 also covers any political donations made, or any political expenditure incurred, by any subsidiaries of the Company.
Resolution 16 seeks authority from shareholders to approve the existing Domino's Pizza Group plc Savings-related Share Option Plan (the 'Sharesave') (otherwise due to expire in April 2025) to operate for a further ten years.
Sharesave schemes are "all-employee" savings-related share option plans under which UK-based employees may be invited by the Company to sign up to savings contracts to save up to £500 per month over a three or five year savings term. On the maturity of the contracts, participants can elect to use their savings (and any interest) to exercise a linked discounted share option to acquire shares on UK tax-favoured terms or ask for the return of the savings (and any interest).
A summary of the principal terms of the Sharesave is set out in the appendix to this Notice of AGM.
If the Directors wish to exercise the authority under resolution 14 and offer shares (or sell any shares which the Company holds as treasury shares) for cash, the 2006 Act provides that unless shareholders have given specific authority for the waiver of their statutory pre-emption rights under sections 570 and 573 of the 2006 Act, these shares must be offered first to existing shareholders in proportion to their existing shareholdings.
The existing authority granted to the Directors at the 2024 Annual General Meeting to allot shares for cash pursuant to sections 570 and 573 of the 2006 Act expires at the conclusion of the AGM.
Accordingly, a special resolution (resolution 17) will be proposed to authorise the Directors to allot shares for cash or to sell treasury shares for cash (i) by way of a rights issue (subject to certain exclusions), or by way of an open offer or other offer of securities (not being a rights issue) in favour of existing shareholders in proportion to their shareholdings (subject to certain exclusions) or (ii) otherwise up to an aggregate nominal value of £102,789 (representing approximately 5% of the current issued Ordinary share capital of the Company as at the Latest Practicable Date). This special resolution will, inter alia, enable the Company, in the event of a rights issue or open offer, to meet certain practical difficulties which may arise in connection with fractional entitlements or in respect of overseas shareholders as a result of local law requirement and which prevent shares being issued strictly pro rata.
The disapplication authorities being sought are in line with the Pre-Emption Group's Statement of Principles published in 2015 (the 'Pre-Emption Principles'). The Pre-Emption Principles allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority over 5% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further 5% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or which has taken place in the six-month period preceding the announcement of the issue.
The Board notes that in November 2022 the Pre-Emption Group published a revised Statement of Principles. At this time the Board considers it appropriate to follow the thresholds in the previous Statement of Principles published by the Pre-Emption Group in 2015 but will keep this under review.
Under resolution 18, the Directors are seeking further authority to offer shares (or sell treasury shares) for cash otherwise than to existing shareholders pro rata to their holdings up to an aggregate nominal value of £102,789, which is equivalent to approximately 5% of the issued Ordinary share capital of the Company on the Latest Practicable Date. The Directors confirm that they intend to use the authority sought in resolution 18 only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.
Although the Directors have no present intention to exercise the authorities sought in resolutions 17 and 18, (other than in connection with the satisfaction of share awards granted pursuant to the Company's employee share schemes), they will give the Directors flexibility to allot shares as may be necessary in the interests of the Company as a whole.
The authorities in resolutions 17 and 18, if granted, will expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months from the date of the passing of the resolutions, unless such authorisations are renewed prior to this time. The Directors intend to renew such powers at subsequent Annual General Meetings in accordance with current best practice.
The current authority given at the 2024 Annual General Meeting to the Company to purchase its own Ordinary shares will expire at the conclusion of the AGM.
The Directors consider that it would be beneficial if, in certain circumstances, the Company had the power to purchase its own Ordinary shares, for the purposes of returning surplus funds to shareholders and providing a return on investment. The Directors therefore consider that it would be beneficial for the shareholders of the Company as a whole if the Company were granted the flexibility to repurchase its Ordinary shares. The Directors do not consider that they have a conflict in relation to this resolution.
The Directors recommend that the existing power to purchase its Ordinary shares (in defined circumstances) up to a maximum prescribed limit be renewed for a further limited period.
Such period will be up to the conclusion of the Annual General Meeting of the Company to be held in 2026, or, if earlier, 15 months from the date of the passing of the resolution, unless such authority is renewed prior to this time. The Board intends to seek renewal of this power at subsequent Annual General Meetings in accordance with current best practice.
The Company will only make purchases of its Ordinary shares if it has the requisite distributable reserves to do so and the Directors are satisfied, after careful consideration, that these are in the best interests of the Company and shareholders generally and could be reasonably expected to result in an increase in expected earnings per share.
Furthermore, account will be taken of the overall financial implications for the Company..
If such purchases were made, the Company could do either, or a combination, of the following:
Treasury shares themselves may be cancelled, sold for cash or transferred for the purpose of the Company's share schemes.
The statutory pre-emption rights apply to a sale of treasury shares for cash and the disapplication of the statutory pre- emption rights in resolutions 17 and 18 includes, within the authorised amounts, any sales of treasury shares for cash which may occur. Finally, if such purchases were made, to the extent the purchased shares are held as treasury shares, any increase in earnings per share would only be temporary, until the shares in question were either cancelled, or sold, or transferred out of treasury.
It is the Directors' current intention that any ordinary shares purchased under this authority will be automatically cancelled and the number of ordinary shares will be reduced accordingly or held as treasury shares.
The resolution specifies that the maximum number of Ordinary shares that the Company may purchase will be 39,471,274 Ordinary shares (being approximately 10% of the Company's issued Ordinary share capital as at the Latest Practicable Date).
The maximum price per Ordinary share payable on any exercise of the authority set out in resolution 19 shall be the higher of:
The minimum price payable shall be 25/48ths of a penny (approximately 0.520833p) per Ordinary share. For this purpose, both the maximum and minimum prices permitted to be paid are exclusive of expenses and any stamp duty.
The number of Ordinary shares in respect of which options have been granted that remain outstanding is 13,402,070 (constituting approximately 3.40% of the current issued Ordinary share capital of the Company as at the Latest Practicable Date). If the Company were to buy back the maximum number of Ordinary shares permitted pursuant to resolution 19, then the total number of options to subscribe for Ordinary shares outstanding as at the Latest Practicable Date would represent 3.77% of the reduced issued share capital, as at the same date. The Company has no warrants in issue in relation to its Ordinary shares.
Resolution 20 proposes the adoption of new articles of association (the "New Articles") in substitution for the Company's current articles of association (the "Current Articles"). The Company is proposing to adopt the New Articles in order to update the Current Articles to reflect recent developments in market practice in relation to Non-executive Director Fees and its borrowing limits. The Company is also proposing to include an article to permit the Directors to resolve to change the Company's name. These changes give the Directors greater flexibility to align with evolving best practice and its commercial objectives.
These changes are primarily contained in articles 4, 90 and 105 in the New Articles. A number of other consequential amendments have been made to the New Articles.
A copy of the New Articles is available for inspection at the Company's registered office, 1 Thornbury, West Ashland, Milton Keynes MK6 4BB, during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the close of the Annual General Meeting, and on the Company's website at http:// investors.dominos.co.uk. and at the venue of the Annual General Meeting from 15 minutes before the Annual General Meeting until the end of the Annual General Meeting.
Resolution 21 is a resolution to allow the Company to hold general meetings (other than Annual General Meetings) on 14 clear days' notice. Changes made to the 2006 Act by the Companies (Shareholders' Rights) Regulations 2009 increase the notice period required for general meetings of the Company to 21 clear days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. Such approval will not affect Annual General Meetings, which will continue to be held on at least 21 clear days' notice.
Following shareholder approval at the last Annual General Meeting, the Company is currently able to call general meetings (other than Annual General Meetings) on 14 clear days' notice and the Directors believe it is in the best interests of the shareholders of the Company to preserve the shorter notice period and, accordingly, are putting this resolution to the Meeting. The Directors intend that this shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders, as a whole.
The approval will be effective until the Company's next Annual General Meeting, when it is expected that a similar resolution will be proposed.
In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
Proxy Forms should be completed and returned in accordance with the instructions printed thereon so that they arrive at the Company's registrars, Equiniti Limited, as soon as possible and, in any event, not later than 10:00 am on Tuesday 22 April 2025 or, in the event of any adjournment of the Meeting, the time being 48 hours before the time appointed for holding the Meeting. If you are unable to attend in person, you are strongly encouraged to appoint a proxy and return the completed Proxy Form by the specified deadline.
Your Directors consider that the resolutions to be put to the Meeting are in the best interests of the Company and are most likely to promote the success of the Company, for the benefit of members, as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions to be proposed at the AGM, as they intend to do in respect of their own interests, amounting in aggregate to 1,521,324 Ordinary shares.
Yours faithfully,
The Board of Directors are responsible for determining the overall strategy of the Group.
The structure of the Board and the integrity of the individual Directors ensures that no single individual or group dominates the decision-making process.


Matt was appointed to the Board as Chair on 16 March 2020.
Experience: Matt joined Beam, the world's third-largest premium spirits company, in March 2009 as President and CEO, and led the company's successful growth-strategy transformation and subsequent transition to become a standalone public company in 2011. He then led the integration of the Beam and Suntory spirits businesses following Beam's acquisition by Suntory in 2014. Matt served as Non-executive Chairman of Beam Suntory Inc. until December 2020. Prior to joining Beam, he spent six years at Cadbury plc, where he led its businesses in The Americas and then in the Europe, Middle East and Africa region. Prior to Cadbury, he spent 16 years at Unilever in various leadership roles, culminating in his role as Chief Operating Officer of Unilever Best Foods North America. Matt is an experienced Chairman and has a demonstrable track record of strong leadership and of driving sustained value creation through building innovative brands and operational excellence.
Matt is currently the Lead Independent Director of The Clorox Company and a Non-executive Director of VF Corporation.
Andrew joined the Board on 1 August 2023 and was appointed as Chief Executive Officer on 8 August 2023.
Executive Officer
Experience: Andrew has an extensive career in the Domino's global system, a deep knowledge of the brand, vast experience of working with franchisees, and was himself a very successful multi-unit franchisee for a decade.
Andrew spent over two decades with Sydney-listed Domino's Pizza Enterprises (DPE), in roles including: CEO of France and Belgium from 2006 to 2010, COO and then CEO of its Australia and New Zealand business from 2010 to 2013, and CEO of its European business from 2014 to 2020, which includes the Master Franchise Agreements for France, Germany, Belgium and the Netherlands.
Other appointments: Andrew is Chair of The Cheesecake Shop, a business operating in Australia and New Zealand.
Edward joined the Board as Chief Financial Officer in October 2022.
Chief Financial Officer
Edward Jamieson
Experience: Prior to joining Domino's, Edward served as Regional Finance Director UK & Ireland at Just Eat Takeaway plc (Just Eat), successfully leading the business through substantial growth and transformational change since 2018. Prior to Just Eat, Edward held a range of senior finance roles at Aggreko plc, Amazon Inc, and Diageo plc. He is a Chartered Accountant.

Senior Independent Director
Ian Bull
N s a r
become Chair of the Board with effect from 24 April 2025.
Experience: Ian is a Fellow of the Chartered Institute of Management Accountants and has over 30 years' financial experience with a variety of businesses across a range of sectors. He was previously Group Finance Director of Greene King plc, Chief Financial Officer at Ladbrokes plc, and was most recently Chief Financial Officer of Parkdean Resorts Group. His finance career included the Walt Disney Company, Whitbread plc and BT Group. Ian was formerly a Nonexecutive Director of Paypoint Ltd, Chair of Lookers plc and Senior Independent Director and Audit Committee Chair of St. Modwen Properties plc.
currently Senior Independent Non-executive Director and Audit Committee Chair of Dunelm Group plc and Audit Committee Chair of Croda International plc.
Elias Diaz Sese S N Nonexecutive Director

Tracy Corrigan Nonexecutive Director R R R N S a


Elias was appointed to the Board in October 2019 and was appointed as Chief Executive Officer on an interim basis from 10 October 2022 to 7 August 2023.
Experience: Elias has over 20 years' experience of leading developing global consumer foods brands and teams all over the world (Europe, Middle East, Asia Pacific and North America). He led the Kraft Heinz turnaround in UK, Ireland and Nordics as President for Northern Europe. Prior to that he spent 15 years with Restaurant Brands International in various roles, which included Global CEO of Tim Hortons, President Asia Pacific for Burger King and SVP Franchise and Emerging Markets Europe, Middle East and Africa also for Burger King.
Most recently, Elias co-founded Popeyes in the UK as well as invested in Restaurant Brands Iberia (Burger King, Popeyes and Tim Hortons in Spain and Portugal).
Other appointments: None.
Natalia joined the Board in September 2020, she was Chair of the Sustainability Committee from 30 November 2021 to 4 January 2024, and was appointed as Chair of the Remuneration Committee on 4 January 2024.
Experience: Prior to joining Domino's, Natalia spent 14 years at Yum! Brands, Inc. where she held various senior positions, including Chief Financial Officer at Taco Bell, Chief Commercial Officer of Yum! Brands and General Manager of Pizza Hut Europe. Natalia was born in Ukraine and has worked in a wide range of countries. She started her career at SFAT Transportation Services before progressing to roles at Unertek Engineering, Ford Motor Company and Rosinter Restaurants Holding. Natalia was previously an Adviser for Kharis Capital and a Non-executive Director of Mediclinic International plc.
Other appointments: None.
Tracy joined the Board in May 2022 and was appointed as Chair of the Sustainability Committee on 4 January 2024.
Experience: Tracy was Chief Strategy Officer of Dow Jones from 2014 until 2020 and previously held senior positions at the Wall Street Journal, including Editor in Chief, Europe. She has headed news websites, WSJ.com and FT. com. Among other roles in journalism, she was the Editor of the Financial Times' Lex Column and a columnist at the Daily Telegraph.
Other appointments: Tracy is currently a Non-executive Director of Barclays Bank UK and Direct Line Group. She also sits on the Board of The Scott Trust, which owns Guardian Media Group, and she chairs Scott Trust Endowment Ltd.
Lynn was appointed to the Board in September 2020. Lynn was appointed as Chair of the Audit Committee on 30 November 2021. Lynn will become the Senior Independent Director with effect from 24 April 2025.
Experience: Lynn was most recently Managing Partner of private capital firm Larchpoint Capital LLP, a position she held between June 2017 and February 2021. Prior to joining Larchpoint, Lynn was CEO of SVG Capital plc for nine years and before that held senior finance, risk and strategy positions at Barratt Developments plc, BAA plc, Boots plc, ED&F Man plc, BAT plc and Mobil Oil. Lynn spent seven years on the Board of brewer and pub operator Fuller, Smith & Turner plc where she also chaired the Audit Committee and was a member of the Remuneration and Nominations Committees. As a non-executive, she was a Supervisory Board Member of Varo Energy BV and is currently Chair of RMA – The Royal Marines Charity.
Other appointments: Lynn is currently a Non-executive Director and Chair of the Audit and Risk Committees at Caledonia Investments plc and NCC Group plc. Lynn is also the Non-executive Chairman of NewRiver REIT plc.
Mitesh was appointed to the Board on 1 June 2024.
Experience: Mitesh is an entrepreneur with significant executive-level experience in large retail groups. Mitesh is the co-founder of Lenstore and, over 16 years, developed the business from a broom cupboard above his parents' shop into one of Europe's largest online optical retailers. He was a member of the Vision Express Executive Team and at the age of 35 became the youngest member of the GrandVision Global Management Team – at the time the world's largest optical group. Mitesh was previously a Non-Executive Director of Pizza Hut UK Limited, a member of the Companies Committee at the General Optical Council, and a Trustee of DePaul UK, the youth homelessness charity, where he was also Chair of the DePaul Trading Company.
Other appointments: Mitesh currently sits on the Board of Trustees of Oxfam GB.
NOTICE IS HEREBY GIVEN that the 2025 Annual General Meeting (the 'Meeting', 'AGM' or 'Annual General Meeting') of Domino's Pizza Group plc (the 'Company') will be held at Deutsche Numis, 45 Gresham Street, London EC2V 7BF, at 10:00 am on Thursday 24 April 2025, or at any adjournment thereof, for the following purposes:
To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 16 will be proposed as ordinary resolutions and numbers 17 to 21 will be proposed as special resolutions of the Company.
To receive and adopt the Company's audited accounts and financial statements for the 52 weeks ended 29 December 2024 together with the Strategic report, Directors' report and the Auditor's report.
To re-appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which the accounts are to be laid before the Company.
To authorise the Audit Committee of the Board of Directors of the Company to agree the remuneration of the Company's auditor.
To declare payable the recommended final dividend for the 52 weeks ended 29 December 2024 of 7.5p per Ordinary share on 7 May 2025 to Ordinary shareholders whose names appear on the register of members at close of business on 4 April 2025.
To re-elect Ian Bull as a Director of the Company.
To re-elect Andrew Rennie as a Director of the Company.
To re-elect Edward Jamieson as a Director of the Company.
To re-elect Natalia Barsegiyan as a Director of the Company.
To re-elect Tracy Corrigan as a Director of the Company.
To re-elect Lynn Fordham as a Director of the Company.
To re-elect Elias Diaz Sese as a Director of the Company.
To elect Mitesh Patel as a Director of the Company.
To approve the Directors' Remuneration report (other than the part containing the Directors' remuneration policy) contained on pages 72 to 98 of the Annual Report and Accounts for the 52 weeks ended 29 December 2024.
THAT, in substitution for any existing authority, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
a) up to an aggregate nominal amount of £685,196 (such amount to be reduced by the nominal amount of any equity securities (within the meaning of section 560 of the 2006 Act) allotted or granted under paragraph (b) below of this resolution in excess of £685,196); and
The authorities hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months from the date of the passing of this resolution, unless such authorities are renewed prior to such time. Under the authorities hereby conferred, the Directors of the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after such expiry and the Directors of the Company may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this resolution had not expired.
THAT, in accordance with sections 366 and 367 of the 2006 Act, the Company and all companies which are subsidiaries of the Company at the date on which this resolution 15 is passed or during the period when this resolution 15 has effect, are authorised to:
That the proposed rules of the Domino's Pizza Group plc Savingsrelated Share Option Plan (the 'Sharesave') referred to in the appendix and explanatory notes to the Notice of AGM dated 12 March 2025, and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to:
THAT (subject to the passing of resolution 14) the Directors of the Company be and are authorised to allot equity securities (as defined in section 560 of the 2006 Act) for cash under the authority given by resolution 14 and/or to sell Ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that such authority be limited:
The authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months from the date of the passing of this resolution, unless such authority is renewed prior to such time. Under the authority hereby conferred, the Directors of the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares (and treasury shares to be sold) after such expiry and the Directors of the Company may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this resolution had not expired.
THAT (subject to the passing of resolution 14) the Directors of the Company be and are hereby authorised in addition to any authority granted under resolution 18 to allot equity securities (as defined in the 2006 Act) for cash under the authority given by paragraph (a) of resolution 14 and/or to sell Ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that such authority be::
The authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months from the date of the passing of this resolution, unless such authority is renewed prior to such time. Under the authority hereby conferred, Directors of the Company may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares (and treasury shares to be sold) after such expiry and the Directors of the Company may allot shares or
grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this resolution had not expired.
THAT, pursuant to the authorities contained in its Articles of Association, the Company be generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of Ordinary shares of 25/48ths of a penny each ('Ordinary shares') in the capital of the Company on such terms and in such manner as the Directors of the Company may think fit, provided that:
THAT, with effect from the conclusion of the AGM, the articles of association produced to the AGM be adopted as the new articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.
THAT a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months from the date of the passing of the resolution.
By order of the Board
Registered office: 1 Thornbury, West Ashland, Milton Keynes MK6 4BB
The following notes explain your general rights as a shareholder and your rights to attend and vote at the AGM or to appoint a proxy or proxies to attend and vote on your behalf.
Summary of the principal terms of the Domino's Pizza Group plc Savings-related Share Option Plan (the 'Sharesave')
The operation of the Sharesave will be supervised by the Board. It will be UK tax-advantaged under the Income Tax (Earnings and Pensions) Act 2003 and implemented in order to provide UK tax-advantaged options to UK employees.
Employees and full-time Directors of the Company and any designated participating subsidiary who are UK resident tax payers are eligible to participate. The Board may require employees to have completed a qualifying period of employment of up to five years before the grant of options. The Board may also allow other employees to participate.
Options can only be granted to employees who enter into HMRC savings contracts, under which monthly savings are normally made over a period of three or five years. Options must be granted within 30 days (or 42 days if applications are scaled back) of the first day by reference to which the option price is set. The number of shares over which an option is granted will be such that the total option price payable for those shares will correspond to the proceeds on maturity of the related savings contract.
An option may not be granted more than 10 years after shareholder approval of the Sharesave. Options are not transferable, except on death. Options are not pensionable.
Monthly savings by an employee under all savings contracts linked to options granted under any sharesave scheme may not exceed the statutory maximum (currently £500). The Board may set a lower limit in relation to any particular grant.
The price per share payable upon the exercise of an option will not be less than the higher of: (i) 80% of the middle-market quotation of a share on the London Stock Exchange on the dealing day immediately preceding a date specified in an invitation to participate in the Sharesave or of the average middle-market quotation on the three dealing days immediately preceding such date (or of such other day or days as may be agreed with HMRC); and (ii) if the option relates only to new issue shares, the nominal value of a share.
The option price will be determined by reference to dealing days which fall within six weeks of the announcement by the Company of its results for any period or at any other time when the Board considers there to be exceptional circumstances which justify offering options under the Sharesave.
Options will normally be exercisable for a six month period from the third or fifth anniversary of the commencement of the related savings contracts. Earlier exercise is permitted, however, in the following circumstances:
Except where stated above, options will lapse on cessation of employment or directorship with the Company's Group.
Shares will be allotted or transferred to participants within 30 days of exercise.
The Sharesave may operate over new issue shares, treasury shares or shares purchased in the market.
In any ten calendar year period, the Company may not issue (or grant rights to issue) more than 10% of the issued Ordinary share capital of the Company under the Sharesave and any other employee share plan adopted by the Company.
Treasury shares will count as new issue shares for the purposes of these limits unless the institutional investors decide that they need not count.
If there is a variation in the Company's share capital then the Board may make such adjustment as it considers appropriate to the number of shares under option and the option price.
Any shares allotted when an option is exercised under the Sharesave will rank equally with shares then in issue (except for rights arising by reference to a record date prior to their allotment).
The Board may amend the provisions of the Sharesave in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of shares or the transfer of treasury shares, the basis for determining a participant's entitlement to, and the terms of, the shares to be acquired and the adjustment of options.
The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the Sharesave, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's Group.
The shareholder resolution to approve the Sharesave will allow the Board, without further shareholder approval, to establish further plans for overseas territories; any such plan will be similar to the Sharesave, but modified to take account of local tax, exchange control or securities laws, provided that any shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Sharesave.


1 Thornbury, West Ashland, Milton Keynes MK6 4BB
https://corporate.dominos.co.uk
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